Worthington Steel Announces Start of Acceptance Period for All-Cash Tender Offer of €11.00 per Share to Shareholders of Kloeckner & Co SE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION

Worthington Steel Announces Start of Acceptance Period for All-Cash Tender Offer of €11.00 per Share to Shareholders of Kloeckner & Co SE

Highlights:

• Following approval by BaFin, Worthington Steel GmbH has published the offer document for its voluntary public tender offer for Kloeckner & Co SE
• The acceptance period, during which Kloeckner & Co shareholders can tender their shares for an all-cash consideration of €11.00 per share, commences today and ends on March 12, 2026
• The offer provides Kloeckner & Co shareholders with an attractive opportunity to realize the value of Kloeckner at a significant premium of 98% to the undisturbed three-month volume-weighted average share price on December 5, 2025, subject to the terms and conditions set out in the offer document
• Kloeckner & Co’s Management Board and Supervisory Board have stated that they welcome the offer and, subject to their review of the Offer Document, intend to recommend acceptance by Kloeckner's shareholders
• SWOCTEM GmbH, Kloeckner & Co’s largest shareholder, has irrevocably committed to tender its shares into the offer, providing strong shareholder support

COLUMBUS, OHIO (February 5, 2026) – Worthington Steel, Inc. (NYSE: WS) today announced the commencement of the acceptance period for the voluntary public tender offer by its indirect wholly owned subsidiary, Worthington Steel GmbH (“Worthington Steel” or the “Bidder”), for all outstanding shares of Kloeckner & Co SE (“Kloeckner & Co”), following approval and publication of the offer document by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”) in accordance with the German Securities Acquisition and Takeover Act (WpÜG).

Starting today, Kloeckner & Co shareholders can accept the Offer by tendering their shares for a cash consideration of €11.00 per Kloeckner & Co share (the “Offer Price”). The acceptance period runs from February 5, 2026 to March 12, 2026, 24:00 hrs (Frankfurt am Main local time) / 19:00 hrs (New York local time).

The Offer Price implies a significant premium of approximately 98% to the undisturbed three-month volume-weighted average share price on December 5, 2025, the last trading day prior to the publication of the Company’s ad-hoc announcement relating to the potential takeover offer. It further represents a premium of approximately 81% to the closing share price on December 5, 2025.

In addition to an attractive premium, shareholders tendering their Kloeckner & Co shares into the Offer may continue to benefit from a potential dividend payment for the 2025 financial year. Under the Business Combination Agreement signed by both companies, Kloeckner & Co may pay a dividend of up to €0.20 per share, subject to applicable legal requirements, available distributable profits and shareholder approval at the annual general meeting.

The offer is subject to a minimum acceptance threshold of 65% and certain customary closing conditions.

Kloeckner & Co shareholders who wish to accept the Offer should promptly contact their respective custodian bank or any other securities services provider where their Kloeckner & Co shares are held. The Offer is subject to the terms and conditions set out in the offer document approved by BaFin (the “Offer Document”).

Worthington Steel president and CEO Geoff Gilmore said: “Our Offer provides Kloeckner & Co shareholders with the opportunity to realize value in cash at a significant premium.”

Both the Management Board and the Supervisory Board of Kloeckner & Co have stated that they welcome the Offer and intend to recommend acceptance, subject to their review of the Offer Document and the publication of their reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG).

SWOCTEM GmbH, Kloeckner & Co’s largest shareholder, has irrevocably committed to tender its shares representing approximately 42% of the share capital into the Offer.

The Offer Document and other information relating to the Offer are published on the following website: www.strong-for-good.com

About Worthington Steel 

Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions is driving steel toward a more sustainable future. 

As one of the most trusted metals processors in North America, Worthington Steel and its approximately 6,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 37 facilities in seven states and 10 countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities. 

Media Contacts:

Worthington Steel 

Melissa Dykstra 

Vice President, Corporate Communications and Investor Relations 

Phone: 614-840-4144 

Melissa.Dykstra@WorthingtonSteel.com

European Media Contact

Brunswick Group 

Julia Klostermann 

Director

+49 174-740-2796 

Jklostermann@brunswickgroup.com  

Important information: 

This press release constitutes neither an offer to purchase nor a solicitation of an offer to sell Kloeckner & Co shares. The final provisions relating to the takeover offer are set forth solely in the offer document authorized for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on 5 February 2026. Investors and Kloeckner & Co shareholders are strongly advised to read the offer document and all other documents relating to the takeover offer as soon as they are published, as they contain important information.  The offer document for the takeover offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the takeover offer is published amongst other information on the internet at www.strong-for-good.com.

The takeover offer will be made exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs und Übernahmegesetz – WpÜG) and certain securities laws provisions of the United States of America (the "United States" or "U.S."). The takeover offer will not be made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no announcements, registrations, approvals or authorizations for the offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable). Investors and holders of Kloeckner & Co  shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no takeover offer will be made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law. This press release may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the takeover offer would be prohibited by applicable national law. 

The bidder and its affiliates or affiliates of its financial advisor reserve the right to directly or indirectly purchase or arrange to purchase Kloeckner & Co shares or any other securities that are convertible into, exchangeable for or exercisable for such Kloeckner & Co shares outside of the takeover offer, provided that such purchases or arrangements to purchase are not made in the United States and comply with the applicable German statutory provisions, in particular the WpÜG. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases or arrangements to purchase, including the number of Kloeckner & Co shares purchased or to be purchased and the consideration paid or agreed, will be published in German and English language without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. 

The takeover offer referenced in this press release relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the bidder and the company included elsewhere, including in the offer document, will be prepared in accordance with provisions applicable in the Federal Republic of Germany and will not be prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The takeover offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any securities regulator. Kloeckner & Co shareholders whose place of residence, incorporation or place of habitual abode is in the United States should note that the takeover offer will be made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and the shares of which are not registered under Section 12 of the U.S. Exchange Act and that the company is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The takeover offer will be made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the U.S. Exchange Act, for a Tier II tender offer and will be principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, including with respect to the takeover offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The takeover offer will be made to the company’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of the company to whom an offer is made. Any informational documents, including this press release, will be disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the company’s other shareholders. To the extent that the takeover offer is subject to United States securities laws, such laws only apply to Kloeckner & Co shareholders in the United States, and no other person has any claims under such laws. 

Any agreement concluded with the bidder as a result of the acceptance of the planned takeover offer will be governed exclusively by the laws of the Federal Republic of Germany and shall be construed accordingly. It may be difficult for shareholders from the United States (or from jurisdictions other than Germany) to enforce their rights and claims arising in connection with the takeover offer under the U.S. Securities Act (or other laws known to them) because the bidder and the company are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non-U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court. 

Forward-looking statements 

This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner & Co’s plans, objectives, expectations and intentions related to the acquisition and the benefits of the transaction, the expected outcomes of the proposed acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies, the impact on Worthington Steel’s earnings, Worthington Steel’s expected pro forma net leverage ratio following the transaction and net leverage ratio goals following the transaction, the expected timeline for completing the acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates”, “is of the opinion,” “tries,” “estimates,” “intends,” “plans,” “assumes” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner & Co’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed acquisition on the anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the acquisition, (ii) the ability of the parties to achieve the minimum requisite acceptance threshold of Kloeckner & Co’s issued share capital at the end of the acceptance period; (iii) the financing arrangements relating to the acquisition, (iv) the effects of the transaction on Worthington Steel’s and Kloeckner & Co’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined company’s operations, (v) the potential impact of the announcement or consummation of the proposed acquisition on relationships with customers, suppliers and other third parties, (vi) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vii) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. Further, it cannot be ruled out that Worthington Steel and/or Kloeckner & Co will change their intentions and assessments expressed in documents or notifications or in the Offer Document yet to be published after publication of the documents, notifications or the Offer Document. This press release speaks only as of the date hereof. Each of Worthington Steel and Kloeckner & Co disclaims any duty to update the information herein.